BRIGHT - AGM Information 2023 | FinancialReports.eu

Stock Code ： 3031

==> picture [107 x 108] intentionally omitted <==

佰鴻工業股份有限公司 BRIGHT LED ELECTRONICS CORP. 2022 Annual Shareholders’ Meeting

Meeting Agenda (Translation)

Date ： June 09, 2023

Address ： 1F, No.15, Heping Rd., Banqiao Dist., New Taipei City

Convening method ： Physical shareholders’ meeting

Notice to readers:

In case of any discrepancy between the English version and the Chinese version or any difference in the interpretation of the two versions, the Chinese version shall prevail.

1.	Call Meeting to Order	1
2.	Meeting Agenda	2
	(1) Report Items	3
	(2) Proposed Resolutions	4
	(3) Questions and Motions	5
	(4) Adjournment	5
3.	Attachment
(1)	2022 Annual Business Report	6
(2)	2022 Audit Committee’s Audit Report	9
(3)	2022 Independent Auditors’ Report and Consolidated Financial Statements 10
(4)	2022 Earnings Distribution Proposal	30
4.	Appendix
	1. Articles of Incorporation	31
	2. Rules and Procedures of Shareholders’ Meeting	38
	3. Shareholdings of all Directors	47

BRIGHT LED ELECTRONICS CORP.

2023 Shareholders’ Meeting Procedure

1. Call Meeting to Order

2. Chairman’s address

3. Reported Items

4. Proposed Resolutions

5. Questions and Motions

6. Meeting Adjourned

BRIGHT LED ELECTRONICS CORP. 2023 Annual Shareholders’ Meeting Agenda

(Translation)

Time：9:00 a.m., June 09, 2023
Place：1F, No.15, Heping Rd., Banqiao Dist., New Taipei City, Taiwan
Attendants：All Shareholders or their proxy holders
Chairman：Mr. Tsung-Jen Liaw, Chairman of the Board of Directors
Chairman’s address：
Reported Items：
(1) To report 2022 Business Report
(2) To report 2022 Audit Committee’s Audit Report
(3) To report 2022 Employees’ profit sharing bonus and directors’ compensation
(4) To report 2022 Earnings distribution and cash dividend
Proposed Resolutions：
(1) To approve 2022 Business Report and Financial Statements
(2) To approve the proposal for distribution of 2022 earnings
Questions and Extraordinary Motions
Meeting Adjourned

Reported Items

To report 2022 Business Report

Explanatory Notes：Please refer to page 6~8

To report 2022 Audit Committee’s Audit Report Explanatory Notes：Please refer to page 9.
To report 2022 Employees’ profit sharing bonus and directors’ compensation Explanation Notes：According to the provisions of the company's articles of incorporation and the resolution from the 19[th] Board of directors’ meeting, set to appropriate NT$18,999,477 for employee remuneration in cash and NT$4,749,869 for remuneration of directors in cash. Both amounts are no differences from the accounting estimates.
To report 2022 earnings distribution and cash dividend
Explanation Notes：The shareholders’ dividend distribution is in total of NT$147,222,740 with NT$0.85 per share. Cash dividends are calculated according to the proportion of shareholders holding shares recorded in the register of shareholders on the dividend reference date. Allotment of cash up to NT$1 (less than NT$1 is discarded) and those abnormal amount will be booked as the company’s other revenues. The chairman is authorized to decide the dividend distribution base date and the payment date. If the number of shares in circulation is changed due to the company’s share repurchase or the transfer of treasury shares, etc., resulting in the change of allotted amount per share, the chairman is authorized to adjust afterwards.

Proposed Resolutions

To approve 2022 Business Report and Financial Statements
Explanatory Notes：
(1) To review 2022 Business report, please refer to page 6~8.
(2) 2022 Financial Statements have been audited by Certified Public Accountants and the Independent Auditors’ Report with unqualified opinion has been issued. Please refer page 10 to page 27.
(3) This has been approved by the Board of Directors and examined by the Supervisors with Supervisors’ auditing report issued.

Resolution：

To approve the proposal for distribution of 2022 earnings. Explanatory Notes：
(1) The 2022 earnings distribution table has been approved by the Board of Directors and reviewed by the supervisor. Please refer to page 28.

Resolution：

Questions and Extraordinary Motions

Meeting adjourned

【 Attachment I 】

Business Report

Compared with 2021, 2022 continued to be affected by the severe special infectious pneumonia caused by COVID-19 and meanwhile, due to the long lead times of raw materials and political and geographic conflicts, the overall manufacturing industry was impacted. Bright Led Electronics Corp. must still be vigilant and careful. Moreover, due to exchange rate fluctuations, some proportion of gross profit had been slightly influenced. In order to fight against unfavorable situations related to these impacts, Bright LED electronics corp., which has actively adjusted the company's fundamentals and operated under lean management over the past few years, remained profitable this year. Due to the company policies of ongoing cost reduction and sales increase in proportion of high value-added products and intelligence manufacturing plan, we are hoping that in the future, we can remain profita-

ble in this fickle, unpredictable situation. In year of 2022, the company's overall sales revenue was slightly decreased but the company still remains profitable. In the future, the company will continuously work hard on developing various products applicable in various industries, increasing product’s added values, expanding markets or business opportunities with cross-industry alliance, and providing customers with more one-stop services and customized products.

2022 Result

In 2021, our consolidated revenue totaled NT$1,508,924 thousand dollars, decrease of 2 percent over NT$1,532,086 thousand dollars in 2021. Consolidated net income totaled NT$195,377 thousand dollars, an decrease of 23 percent over NT$252,796 thousand dollars in 2021. Net income attributed to the parent company totaled NT$200,380 thousand dollars, a decrease of 20 percent over NT$249,233 thousand dollars in 2021.

Financial Performance (based on consolidated Financial Statements )

		2022	2021
Financial structure	Debt ratio(%)	16.34	17.37
	Longterm capital ratio(%)	736.45	691.14
Profitability	ROA(%)	5.50	7.17
	ROE(%)	6.50	8.65
	EBIT overpaid-in capital(%)	12.21	16.74
	Profit margin(%)	12.95	16.50
	EPS(NT$dollar)	1.16	1.45

Technological Developments

In 2022, we continued to work on LED projects with special specifications, multiple chips and multiple wavelengths, which are mainly used in medical, automotive and aerospace fields. In addition, the results of the previous phased development of the photo relay are on schedule and continuing with

the current project. Compared with mechanical relays, photo relays have longer life span, low current drive and fast response. They are one of the indispensable components in the field of intelligence manufacturing and mechanical manufacturing.

The relevant specifications and samples of UVC LED components used in the fields of environmental sterilization and health care have been launched. We continue to optimize product quality and manufacturing process to meet the customization and differentiation. The miniaturization of UVC LED components brings many applications advantages and can be used in conjunction with multiple types of application products. In addition, UVC LED also has many advantages itself such as fast start-up, more switching frequency, and battery-powered availability. In view of the severe and special infectious pneumonia raging due to COVID-19 in early 2020, the company expects to accelerate the schedule this year to promote the popularization of UVC products in the future.

Not just research and development related to products, Bright LED Electronics Corp. has also been optimizing the process and manufacturing in recent years. For instance, improving machinery and equipment to achieve more efficient manufacture, increasing the proportion of automation to reduce direct manpower, and etc. At present, relevant improvement projects and manufacturing projects have initially completed phased development, and follow-up benefits and experimental tests will be carried out continuously.

Finally, with regard to smart city concept, due to the popularity of street lamps in Taiwan, besides lighting, there are many additional applications can be attached. Smart street lighting are mainly designed and installed with controllers, sensors and other components so that the street lighting can have more functional services attached, at the same time reducing the original costs of building a base for these functions. For example, with wireless transmission attached, when the lamp fails, the controller can directly detect and report to the control center and call for maintenance. Various types of environmental monitoring can be attached using multiple sensors, which to detect harmful gases, noise, PM2.5, wind speed, wind direction, temperature, humidity, and etc., to report back to the control center and to alert the public. The lamp itself can also use the lighting sensors to detect ambient lights periodically and automatically adjust lamp’s brightness to meet comfort for vision without wasting power. In addition to the above intelligent functions, street lighting may support connections between 4G/5G transmitters as miniature base stations in the future or can possibly support and cooperate with other fields like vehicle charging, and etc. The follow-up project plans are in progress.

Summary, corporate development, and outlook affected by external competition, regulatory environment and overall operation strategy

Looking forward to business plan of 2023, in addition to the existing mass-produced application products’ qualities and functions, including smart home applications, security and surveillance control, aviation and transportation electronic applications, computer-related applications, sensing applications, lighting applications, and etc., which will continue to be upgraded, Bright LED Electronics also urges to provide customers with new solutions to meet the needs of customization and differentiation, and to increase the added value of products and to continuously accelerate the progress of cases with special

specifications in order to expand more special markets. Since January, 2023, the severe special infectious pneumonia of COVID-19 has been slowing down. However, political and geopolitical conflicts exacerbated. It is expected that the overall world economy will still remain uncertain in 2023, and the general environment will be intensified by the impact of inflation. The company's performance at the beginning of 2023 has decreased slightly compared to last year due to holidays and above factors. The company will continue to strengthen risk control, improve internal management and strengthen the company's response ability. In view of external factors such as health environment and unpredictable risks of international policies, the company's business model continues to move towards lean management, while implementing intelligent manufacturing and accelerating the improvement of production processes and operating models to diversify risks and accelerate the company's response and adaptation capability which we believe will lead Bright LED Electronics corp. to sustainably develop and survive in this turbulent and uncertain generation.

Chairman：Tsung-Jen Liaw CEO：Tsung-Jen Liaw Accounting Manager： Mei-Lien Lin

【 Attachment II 】

Audit Committee’s Audit Report

The Board of Directors has prepared the Company's 2022 Business Report, Financial Statements, and proposal for allocation of earnings. The Business Report, Financial Statements, and earnings allocation proposal have been reviewed and determined to be correct and accurate by the Audit Committee of Bright LED Electronics Corp. According to relevant requirements of the Securities and Exchange Act and the Company Law, we hereby submit this report.

Bright LED Electronics Corp.

Audit Committee Convener： Ming-Chang Huang

March 14, 2023

【 Attachment III 】

INDEPENDENT AUDITORS’ REPORT

(Parent Company Only Financial Statements)

The Board of Directors and Shareholders

Bright LED Electronics Corp.

Opinion

We have audited the accompanying parent company only financial statements of Bright LED Electronics Corp., which comprise the parent company only balance sheets as of December 31, 2022 and 2021, and the parent company only statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the parent company only financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the parent company only financial position of the Company as of December 31, 2021 and 2020, and its parent company only financial performance and its parent company only cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the parent company only Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the parent company only financial statements for the year ended December 31, 2022. These matters were addressed in the context of our audit of the parent company only financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Key audit matters for the Company’s parent company only financial statements for the year ended December 31, 2022 are stated as follows:

Revenue Recognition

For details of accounting policies and related disclosures of revenue recognition, please refer to Notes 4 (13) and 6 (15) of the Company’s parent company only financial statements.

The description of key audit matter:

The sources of the major operating revenue of the Bright LED Electronics Corp. are research and development, productions, and sales of light-emitting diodes indicators and display…etc and contracts of LED display, LED lighting and related operating applications/systems’ constructions. Where the Bright LED Electronics Corp.’s revenues generated from is the concerned factor for this report users or recipients. Hence, revenue recognition is considered as one of the key audit matters.

The main audit procedures for the above-mentioned key audit matters include complying with the requirements of the standards, understanding of operations and industry characteristics, evaluating the appropriateness of Bright LED Electronics Corp.'s accounting policy selection; testing the design and implementation for the effectiveness of internal control systems related to revenue; understanding The form and transaction conditions of BRTLED Group's operating income, etc. The accountants evaluated whether the accounting policies for revenue recognition (including sales returns and discounts) are handled in accordance with the relevant official announcements and analyzed the income by examining major customers and new customers in order to assess whether there is any major abnormality. Also, we reviewed the new major contracts in the current period and tested the sales samples for a period before and after the end of the year according to their delivery conditions to assess the correctness of the revenue recognition period. The accounting project revenue is recognized according to the degree of completion of the performance obligations whether the ratio is reasonable. Through examining the list of the top ten customers and new customers, to find out the similarities and differences between their trading conditions compared to general customers. Selecting an appropriate sample size of sales invoices to confirm that all payments have been received and correct and pay attention to whether the remitter is consistent with the sales target in order to evaluate the authenticity of the income.

Account Receivables Valuation

For details of accounting policies of account receivables valuation, please refer to Notes 4 (6) financial instruments of the Bright LED Electronics Corp.’s parent company only financial statements; for details of accounting estimates and accounting assumption of uncertainty of account receivables valuation, please refer to Notes 5 of the Bright LED Electronics Corp.’s parent company only financial statements; for details of explanation on account receivables valuation, please refer to 6 (3) of the Bright LED Electronics Corp.’s parent company only financial statements.

The description of key audit matter:

Account receivables of Bright LED Electronics Corp. are distributed among customers. The account receivables valuation allowance is calculated according to the expected percentage of credit losses which takes each time interval of overdue of account receivables and adjustments on prospec-

tive factors into consideration when estimating expected credit losses of account receivables. The management will, according to the report date, re-update new expected losses within each time interval of overdue and perform individual assessments on major overdue and payment disputes; hence, it involves subjective judgment from the managers and it is considered as one of the key audit matters.

The main audit procedures for the above-mentioned key audit matters include evaluating reasonableness of the percentage of expected credit losses and determining whether there is a major irregularity by comparing the turnover rate and turnover days of accounts receivables with the company’s credit policy and other related information; obtaining the aging schedule, verifying total amount from the aging schedule with general ledger and confirming integrity and accuracy of the aging schedule. Finally, ascertaining whether the bills and accounts receivables in dispute or involved in litigation have been properly handled and checking whether the customers’ receivables dues more than three months have been properly evaluated and checking whether there is a risk of transferring to other receivables.

Other Matter

We have also audited the parent company only financial statements of Bright LED Electronics Corp. as of and for the years ended December 31, 2022 and 2021 on which we have issued an unmodified opinion.

Responsibilities of Management and Those Charged with Governance for the Parent company only Financial Statements

Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IFRS, IAS, IFRIC, and SIC endorsed and issued into effect by the Financial Supervisory Commission of the republic of China, and for such internal control as management determines is necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the parent company only financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance (including the audit committee) are responsible for overseeing the Company’s financial reporting process.

Auditors’ Responsibilities for the Audit of the Parent company only Financial Statements

Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted

in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.

As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the parent company only financial statements; if such disclosures are inadequate, we are responsible to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements for the year ended December 31, 2021 and are therefore the key audit matters. We describe these matters in our

auditors’ report unless law or regulation precludes public disclosure about the matter or when, in ex-

tremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audit resulting in this independent auditors’ report are Mr. Yu-Feng Hsu and Ms. Tzu-Hui Li.

KPMG TAIWAN Republic of China

March 14, 2023

Notice to Readers

The accompanying financial statements are intended only to present the financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such financial statements are those generally applied in the Republic of China.

For the convenience of readers, the independent auditors’ report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and financial statements shall prevail.

==> picture [196 x 76] intentionally omitted <==

==> picture [805 x 392] intentionally omitted <==

==> picture [473 x 245] intentionally omitted <==

==> picture [470 x 307] intentionally omitted <==

==> picture [503 x 37] intentionally omitted <==

Bright LED Electronics Corp. Parent Company Only Statements of Changes in Equity From January 1 to December 31, 2022 and 2021

(In Thousands of New Taiwan Dollars, Except Dividends Per Shares)

==> picture [802 x 383] intentionally omitted <==

Chairman ： Tsung-Jen Liaw

CEO ： Tsung-Jen Liaw

Accounting Manager ： Mei-Lien Lin

==> picture [451 x 245] intentionally omitted <==

==> picture [434 x 282] intentionally omitted <==

==> picture [433 x 169] intentionally omitted <==

Representation Letter

The entities that are required to be included in the consolidated financial statements of Bright LED Electronics Corp. as of and for the year ended December 31, 2022 (from January 1, 2022 to December 31, 2022), under the Criteria Governing the Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises are the same as those included in the consolidated financial statements prepared in conformity with the International Financial Reporting Standard 10, “ Consolidated Financial Statements. ” , which is recognized by Financial Supervisory Commission. In addition, the information required to be disclosed in the consolidated financial statements is included in the consolidated financial statements. Consequently, Bright LED Electronics Corp. and Subsidiaries do not prepare a separate set of consolidated financial statements.

Yours Sincerely,

Bright LED Electronics Corp. by

Tsung-Jen Liaw Chairman March 14, 2023

INDEPENDENT AUDITORS’ REPORT

(Consolidated Financial Statements)

The Board of Directors and Shareholders

Bright LED Electronics Corp.

Opinion

We have audited the accompanying consolidated financial statements of Bright LED Electronics Corp and subsidiaries. (the “BRTLED group”), which comprise the consolidated balance sheets as of December 31, 2022 and 2021, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2022 and 2021, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the consolidated Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2022. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Key audit matters for the Company’s consolidated financial statements for the year ended December 31, 2022 are stated as follows:

Inventory valuation

For details of accounting policies, accounting estimations and assumptions, and related disclosures of

inventory valuation, please refer to Notes 4 (8), 5 (2) and 6 (4) of the Company’s consolidated financial statements.

The description of key audit matter:

The BRTLED group’s amount of inventories is shown as the lower of cost and net realizable value. Because determining the slow moving inventory loss involves subjective judgment on individual assessment of each category of inventory and its idle days, inventory valuation is one of the key audit matters that we conducted.

The main audit procedures of the accountant for the above key audit items include obtaining the inventory depreciation and inventory aging data at the end of the year, comparing the difference between the actual net realizable value and the book value, and evaluating the reasonableness of the management level for the ratio of the inventory aging report which includes the implementation of the audit sampling, procedure tests for correctness of the inventory aging report, and comparison of the difference between the amount of allowance made in the previous year and the actual write-off for evaluating whether the policy of setting aside the allowance for inventory depreciation and losses of idle inventory is appropriate.

Revenue Recognition

For details of accounting policies and related disclosures of revenue recognition, please refer to Notes 4 (13) and 6 (16) of the Company’s consolidated financial statements.

The description of key audit matter:

The sources of the major operating revenue of the BRTLED group are research and development, productions, and sales of light-emitting diodes indicators and display…etc and contracts of LED display, LED lighting and related operating applications/systems’ constructions. Where the BRTLED group’s revenues generated from is the concerned factor for this report users or recipients. Hence, revenue recognition is considered as one of the key audit matters.

The main audit procedures for the above-mentioned key audit matters include complying with the requirements of the standards, understanding of operations and industry characteristics, evaluating the appropriateness of BRTLED Group's accounting policy selection; testing the design and implementation for the effectiveness of internal control systems related to revenue; understanding The form and transaction conditions of BRTLED Group's operating income, etc. The accountants evaluated whether the accounting policies for revenue recognition (including sales returns and discounts) are handled in accordance with the relevant official announcements and analyzed the income by examining major customers and new customers in order to assess whether there is any major abnormality. Also, we reviewed the new major contracts in the current period and tested the sales samples for a period before and after the end of the year according to their delivery conditions to assess the correctness of the revenue recognition period. The accounting project revenue is recognized according to the degree of completion of the performance obligations whether the ratio is reasonable. Through examining

the list of the top ten customers and new customers, to find out the similarities and differences between their trading conditions compared to general customers. Selecting an appropriate sample size of sales invoices to confirm that all payments have been received and correct and pay attention to whether the remitter is consistent with the sales target in order to evaluate the authenticity of the income.

Account Receivables Valuation

For details of accounting policies of account receivables valuation, please refer to Notes 4 (7) financial instruments of the BRTLED group’s consolidated financial statements; for details of accounting estimates and accounting assumption of uncertainty of account receivables valuation, please refer to Notes 5 (1) of the BRTLED group’s consolidated financial statements; for details of explanation on account receivables valuation, please refer to 6 (3) of the BRTLED group’s consolidated financial statements.

The description of key audit matter:

Account receivables of BRTLED group are distributed among customers. The account receivables valuation allowance is calculated according to the expected percentage of credit losses which takes each time interval of overdue of account receivables and adjustments on prospective factors into consideration when estimating expected credit losses of account receivables. The management will, according to the report date, re-update new expected losses within each time interval of overdue and perform individual assessments on major overdue and payment disputes; hence, it involves subjective judgment from the managers and it is considered as one of the key audit matters.

Other Matter

We have also audited the consolidated financial statements of Bright LED Electronics Corp. as of and for the years ended December 31, 2022 and 2021 on which we have issued an unmodified opinion.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial

statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IFRS, IAS, IFRIC, and SIC endorsed and issued into effect by the Financial Supervisory Commission of the republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance (including the audit committee) are responsible for overseeing the Company’s financial reporting process.

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements; if such disclosures are inadequate, we are responsible to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2022 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audit resulting in this independent auditors’ report are Mr. Yu-Feng Hsu and Ms. Tzu-Hui Li.

KPMG TAIWAN

Republic of China

March 14, 2023

Notice to Readers

==> picture [513 x 357] intentionally omitted <==

==> picture [513 x 371] intentionally omitted <==

==> picture [816 x 434] intentionally omitted <==

==> picture [756 x 32] intentionally omitted <==

==> picture [449 x 242] intentionally omitted <==

==> picture [449 x 282] intentionally omitted <==

==> picture [450 x 164] intentionally omitted <==

【 Attachment IV 】

Bright LED Electronics Corp. 2022 Earnings Distribution Proposal

(In Thousands of New Taiwan Dollars)

Items	Amount
Unappropriated retained earnings as of December 31,2021	179,745,242
Add(deduct)：
Actuarialprofit and loss changes	2,189,178
Profit(loss)on disposal of financial assets	200,379,854
Allocation of legal reserve	(20,256,903)
Distributable retained earnings	362,057,371
Distribution items: (Total number of shares outstanding: 173,203,224 shares)
Cash dividends(NT$1.0/ share)	147,222,740
Balance of unappropriated retained earnings	214,834,631

Chairman: Tsung-Jen Liaw CEO: Tsung-Jen Liaw Accounting Manager: Mei-Lien Lin

【 Appendix I 】

A r t i c l es o f I n c or p o r a t io n

o f

B r i g h t L ED E l ec t ro n i cs C o r p.

C h a p t e r I - G e n e r a l P r o v i s i o n

Article 1： The Corporation shall be incorporated, as a company limited by shares, under the

Company Law of the Republic of China, and its name shall be

佰鴻工業股份有限公司 in the Chinese language, and BRIGHT LED ELECTRONICS CORP. in the English language.

Article 2： The scope of business of the Corporation shall be as follows:

CC01040 Lighting Facilities Manufacturing
CC01080 Electronic Parts and Components Manufacturing
CC01110 Computers and Computing Peripheral Equipment Manufacturing
CE01040 Watches and Clocks Manufacturing
CH01040 Toys Manufacturing
E601020 Electric Appliance Installation
E603050 Cybernation Equipment Construction
E603080 Traffic Signals Construction
E605010 Computing Equipment Installation Construction
F113020 Wholesale of Household Appliance
F401010 International Trade
F113070 Wholesale of Telecom Instruments
F213090 Retail Sale of Traffic Signal Equipment and Materials
I501010 Product Designing
I301010 Software Design Services
I301020 Data Processing Services
E601010 Electric Appliance Construction
EZ06010 Traffic Labels Construction
E603090 Illumination Equipment Construction
IG03010 Energy Technical Services
F401021 Controlled Telecommunications Radio-Frequency Devices Import
ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.
Article 2-1： The total amount of the Company’s reinvestment shall not be subject to the restriction of not more than forty percent of the Company’s paid-up capital as provided in Article 13 of the Company Act. Any matters regarding the reinvestment shall be resolved in

accordance with the resolutions of the Board of Directors.

Article 3： The Company shall have its registered head office in New Taipei, Taiwan, Republic of China and shall, where necessary and with a resolution to do so by the Board of Directors (“Board”), set up branch offices either within or outside the territory of the Republic of China.

Article 4： (Deleted)

C h a p t e r I I - C a p i t a l S t o c k

Article 5： The total registered capital stock of the Company shall be three and the half Billion New Taiwan Dollars (NT$3,500,000,000), divided into three hundred and fifty Million (350,000,000) shares with a par value of Ten New Taiwan Dollars (NT$10) per share. Any unissued shares shall be issued, where necessary, upon the approval of the Board. Twenty million shares of the above total capital stock of the Company with a par value of Ten New Taiwan Dollars (NT$10) per share shall be retained for the issuance of employee stock options, which may be issued from time to time upon the approval of the Board.
Article 6： (Deleted)
Article 7： The Company may issue shares without printing share certificate(s), but shall be registered at Centralized securities depository enterprises.
Article 7-1： The Company’s stock matters shall comply with relevant provisions of the Company Act and Regulations Governing the Administration of Shareholder Services of Public Companies of the Republic of China.
Article 8： Registration of share transfers shall be suspended for a 60–day period immediately prior to a general meeting of the shareholders; for a 30–day period immediately prior to an extraordinary meeting of the shareholders; and for a 5–day period immediately prior to the record date for distribution of dividend, bonuses or other benefits.

C h a p t e r I I I - S h a r e h o l d e r s ’ M e e t i n g s

Article 9： There are two types of shareholders’ meetings, the general meetings and the extraordinary meetings. General meetings shall be held once a year and held within 6 months of the end of each fiscal year and convened by the Board by no less than 30 days’ prior notice to the shareholders. Extraordinary meetings shall be convened in accordance with the relevant laws, by no less than 15 days’ prior notice to the shareholders.
Article 9-1： The shareholders’ meeting shall be presided over by the Chairman of the Board of Directors of the Company. In his absence, the Chairman shall designate one of the Directors to preside. If failing to designate, the Directors present at the meetings shall elect from among themselves.
Article 10： If a shareholder is unable to attend a meeting, he/she may appoint a proxy to attend and

vote on behalf of the shareholder at a shareholders’ meeting by completing and submitting to the Company a form prescribed by the Company stating the scope of authorization. If the agent in the preceding paragraph acts as the proxy for two or more shareholders at the same time and the voting rights he or she represents exceed 3% of the voting rights of all the issued shares, the excess voting rights will not be exercised. The procedure of shareholders’ proxy assignment shall comply with the Company Act and Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies.

Article 10-1: Shareholders may exercise their voting rights in written or electronic forms at the shareholders’ meetings. A shareholder who exercises his/her/its voting power at a shareholders meeting in writing or by way of electronic transmission shall be deemed to have attended the shareholders’ meeting in person, but shall be deemed to have waived his/her/its voting power in respective of any extemporary motion(s) and/or the amendment(s) to the contents of the original proposal(s) at the shareholders’ meeting which complied with Article 177-2 of the Company Act.
Article 11： Each share of stock shall be entitled to one vote.
Article 12： Unless otherwise provided by the Company Act, all resolutions from a shareholders meeting of the Company shall be passed, at a meeting attended by shareholders holding at least 50% of the issued capital stock, by more than 50% of the shareholders attending the meeting.
Article 12-1： Resolutions at a shareholders’ meeting shall be recorded in a meeting minute signed by or affixed with the personal seal of the chairman. The meeting minute shall be distributed to all the shareholders of the Company by public announcement within 20 days after the shareholders’ meeting. The meeting minute shall contain information such as the time and venue of the meeting, name of the chairman of the meeting, manner in which resolutions are passed, and a summary and outcome of all proceedings of the meeting. The minutes shall be kept persistently throughout the life of the company. The attendance list bearing the signatures of shareholders present at the meeting and the powers of attorney of the proxies shall be kept by the company for a minimum period of at least one year. However, if a lawsuit has been instituted by any shareholder in accordance with the provisions of Article 189 hereof, the minutes of the shareholders' meeting involved shall be kept by the company until the legal proceedings of the foregoing lawsuit have been concluded.

C h a p t e r V I - D i r e c t o r s a n d S u p e r v i s o r s

Article 13： There shall be 5 to 7 Directors and 3 Supervisors of the Company. The tenure of the offices of the Directors shall be 3 years and the Directors shall be eligible for re-elections. The minimum percentage of shareholding of directors and supervisors shall comply with the

provisions of the securities authority. Among the directors, there shall be not less than 2 independent directors and not less than one-fifth of the total number of directors. The election of Directors is adopted by candidate nomination system. The shareholders shall elect the directors from among the nominees listed in the roster of director and Supervisor candidates at the shareholders’ meeting. This shall comply with relevant regulations.

Article 13-1： The board of directors shall have the following powers and authorities:

Reviewing and supervising annual business plan
Reviewing budget and deliberating final account
Proposing earning distribution or deficit make-up
Proposing capital addition/reduction plan
Reviewing and supervising major capital expenditure plan
Concluding branches (except offices) establishment or cancellation
Proposing new article or amendment of the article of incorporation
Examining important foreign contracts or other major matters
Examining and approving reinvestment on other businesses or factoring of reinvestment’s shares
Reviewing and supervising significant transactions between the Company and the interested party (including affiliated companies)
Appointing or dismissing the general manager, deputy general manager and associated managers
Examining and approving purchase or disposal of significant assets and significant rules and procedures
Other powers and authorities given by other laws and regulations and by the shareholders’ meetings

Article 13-2： Supervisors shall have the following powers and authorities:

Reviewing and supervising the Company’s business and relevant details
Auditing accounting books, relevant documents and financial situation
Other powers and authorities given by the Company Act and the shareholders’ meetings
Article 14： The Board comprises directors. The chairperson of the Board shall be elected from among the directors with consent of a majority of the directors present at a meeting attended by more than two thirds of the directors. The chairperson of the Board shall be the representative of the Company and implement all matters of the company in accordance with the laws and regulations, the company's articles of association, the resolutions of the shareholders’ meeting and the board of directors.
Article 15： In the chairman’s absence, the deputy designated from the Directors shall be acting for him according to Article 208 of the Company Act.
Article 15-1： Matters related to the resolutions of a shareholders meeting shall be recorded in the

meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and the minute taker. A copy of the meeting minutes shall be distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes shall be retained for the duration of the existence of the Company. Items which shall be included in the meeting minutes shall comply with the Company Act and Regulations Governing Procedure for Board of Directors Meetings of Public Companies. The meeting minutes may be produced and distributed in electronic form.

Article 15-2： (Deleted)

Article 15-3： Each director shall attend the meeting of the board of directors in person. In case a director appoints another director to attend a meeting of the board of directors in his/her behalf, he/she shall, in each time, issue a written proxy and state therein the scope of authority with reference to the subjects to be discussed at the meeting. A director may accept the appointment to act as the proxy referred to in the preceding paragraph of one other director only.
Article 15-4： When convening a meeting of the board of directors, a notice with the subjects written shall be given to each director and supervisor no later than 7 days prior to the scheduled meeting date. In the case of emergency, a meeting of the board of directors may be convened at any time. The notice may be effected in written or by means of electronic transmission (E-mail, fax or etc).
Article 16： The Company’s Directors and Supervisors’ attendance fees shall be comparable to peer’s level regardless of the Company’s operating profits or losses.

C h a p t e r V - M a n a g e m e n t

Article 17： The Company has one general manager and several vice general managers and associated managers. Appointment and discharge and the remuneration of the managerial personnel shall comply with the Article 29 of the Company Act.

C h a p t e r V I - F i n a n c i a l R e p o r t s

Article 18：After the close of each fiscal year, the following reports shall be prepared by the Board of Directors, audited by the Supervisors and submitted no later than thirty days prior to the regular shareholders’ meeting date for acceptance:
Business Report;
Financial Statements;
Proposal Concerning Appropriation of Earnings or Covering of Losses.
Article 19：(Deleted)
Article 20： Before paying dividends or bonuses to shareholders, the Company shall set aside not

more than 2% of its annual profits as compensation to its directors and not less than 8% as profit sharing bonuses to its employees; provided, however, that the Company shall have reserved a sufficient amount to offset its accumulated losses. Employees’ profit sharing bonuses and compensations to directors and supervisors are resolved by a majority vote at a Board of Directors’ meeting attended by two-thirds of the total number of directors and shall be reported to the shareholders’ meeting. Qualification requirements of employees entitled to receive shares or cash set for in the above paragraph shall be applied to the employees of subsidiaries who meet certain requirements, which set by the Board of Directors or by the person duly authorized by the Board of Directors.

Article 20-1： In the event that the Company, according to the final settlement, earns profits in a fiscal year, such profits shall first be set aside to pay the applicable taxes, offset losses, and then set aside for legal reserve 10% pursuant to laws and regulations, unless the legal reserve has reached the Company’s total paid-up capital. The remaining profits shall be set aside for special reserve in accordance with the laws, regulations, or the business requirements. Any further remaining profits plus unappropriated earnings shall be distributed in accordance with the proposal submitted by the Board for approval at a shareholders’ meeting.

Earnings of the Company may be distributed by way of cash dividend and/or stock dividend. However, the ratio for cash dividend shall not less than 10% of total distribution. The balance left over can also be allocated by issuing new shares per resolution of the shareholders’ meeting. According to the Company Act, the Corporation authorizes the distributable dividends and bonuses in whole or in part or according to the Company Act 241, to be distributed as legal reserve and the following capital reserve or in whole or in part to be paid in cash after a resolution has been adopted by a majority vote at the board of directors’ meeting attended by two-thirds of the total number of directors; and in addition thereto a report of such distribution shall be submitted to the shareholders’ meeting.

C h a p t e r V I I - S u p p l e m e n t a r y P r o v i s i o n

Article 21： Matters not specifically provided for in these Articles of Incorporation shall be governed by the Company Act and any other relevant laws.

Article 22： The Articles of Incorporation were agreed to and signed on March 28, 1981. The first amendment was made on May 19, 1981.

The second amendment was made on June 27, 1984.

The third amendment was made on October 20, 1984. The fourth amendment was made on December 24, 1984. The fifth amendment was made on July 14, 1986.

The sixth amendment was made on February 27, 1987. The seventh amendment was made on May 18, 1991. The eighth amendment was made on June 10, 1991. The ninth amendment was made on November 20, 1993. The tenth amendment was made on June 07, 1995. The eleventh amendment was made on July 07, 1997. The twelfth amendment was made on August 07, 1997. The thirteenth amendment was made on June 08, 1998. The fourteenth amendment was made on June 22, 1999. The fifteenth amendment was made on June 09, 2000. The sixteenth amendment was made on June 08, 2001. The seventeenth amendment was made on June 12, 2002. The eighteenth amendment was made on June 12, 2003 The nineteenth amendment was made on May 31, 2004. The twentieth amendment was made on June 10, 2005. The twenty-first amendment was made on June 14, 2006. The twenty-second amendment was made on June 08, 2007. The twenty- third amendment was made on June 13, 2008. The twenty- fourth amendment was made on June 10, 2009. The twenty- fifth amendment was made on March 04, 2010. The twenty- sixth amendment was made on June 14, 2010. The twenty- seventh amendment was made on June 09, 2011. The twenty- eighth amendment was made on June 06, 2012. The twenty- ninth amendment was made on June 11, 2013. The thirtieth amendment was made on June 12, 2015. The thirty- first amendment was made on June 08, 2016. The thirty- second amendment was made on June 08, 2018. The thirty-third amendment was made on June 12, 2019 The thirty-fourth amendment was made on June 10, 2020. The thirty-fifth amendment was made on August 12, 2021. The thirty-sixth amendment was made on June 06, 2022.

【 Appendix II 】

Bright LED Electronics Corp. Rules and Procedures of Shareholders’ Meeting

Article 1. Shareholders' Meeting of the Company (the "Meeting") shall be conducted in accordance with these Rules and Procedures. Any matter not provided in these Rules and Procedures shall be handled in accordance with relevant laws and regulations.
Article 2. Unless otherwise provided by law or regulation, the Company's shareholders meetings shall be convened by the board of directors. The Company shall prepare electronic versions of the shareholders meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors or supervisors, and upload them to the Market Observation Post System (MOPS) before 30 days before the date of a regular shareholders meeting or before 15 days before the date of a special shareholders meeting. The Company shall prepare electronic versions of the shareholders meeting agenda and supplemental meeting materials and upload them to the MOPS before 21 days before the date of the regular shareholders meeting or before 15 days before the date of the special shareholders meeting. In addition, before 15 days before the date of the shareholders meeting, the Company shall also make the shareholders meeting agenda and supplemental meeting materials available for review by shareholders at any time. The meeting agenda and supplemental materials shall be displayed at the Company and at the professional shareholder services agency designated thereby as well as being distributed on-site at the meeting place.

The reasons for convening a shareholders meeting shall be specified in the meeting notice and public announcement. With the consent of the addressee, the meeting notice may be given in electronic form.

Election or dismissal of directors or supervisors, amendments to the articles of incorporation, the dissolution, merger, or demerger of the corporation, or any matter under Article 185, paragraph 1 of the Company Act, Articles 26-1 and 43-6 of the Securities and Exchange Act, or Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be set out in the notice of the reasons for convening the shareholders meeting. None of the above matters may be raised by an extraordinary motion.

Shareholder(s) holding one percent (1%) or more of the total number of out-

standing shares of the Company may propose to the Company a proposal for discussion at the Meeting, but only one matter shall be allowed in each single proposal, and in case a proposal contains more than one matter, such proposal shall not be included in the agenda. The board of directors shall not include a proposal into the agenda if the proposal falls under any clause set forth in Company Act Article 172-1, Paragraph 4. Prior to the date on which share transfer registration is suspended before the convention of the Meeting, the Company shall give a public notice announcing the place and the period for shareholders to submit proposals for discussions at the Meeting; and the period for accepting such proposals shall not be less than ten(10) days. The number of words of a proposal to be submitted by a shareholder shall be limited to no more than three hundred (300) words, and any proposal containing more than 300 words shall not be included in the agenda of the Meeting. The shareholder who has submitted a proposal shall attend, in person or by a proxy, the Meeting where his proposal is to be discussed and shall take part in the discussion of such proposal. The Company shall, prior to preparing and delivering the Meeting notice, inform the proposal submitting shareholders of the results of the proposal, and shall list in the Meeting notice the proposals conforming to the requirements set out in this rule. With regard to the proposals submitted by shareholders but not included in the agenda of the Meeting, the cause for exclusion of such proposals and explanation shall be made by the board of directors at the Meeting.

Article 3. For each shareholders meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by the Company and stating the scope of the proxy's authorization.
A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders meeting, and shall deliver the proxy form to the Company before 5 days before the date of the shareholders meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail unless a declaration is made to cancel the previous proxy appointment. After a proxy form has been delivered to the Company, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to the Company before 2 days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.
Article 4. The Meeting shall be held at the head office of the Company or at any other appro-

priate place that is convenient for the shareholders to attend. The time to start the Meeting shall not be earlier than 9:00 a.m. or later than 3:00 p.m. Independent Directors’ opinions on where to convene the Meeting shall take into account as well.

Article 5. The Company shall specify in its shareholders meeting notices the time during which shareholder attendance registrations will be accepted, the place to register for attendance, and other matters for attention.

The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations.

Shareholders and their proxies (collectively, "shareholders") shall attend shareholders meetings based on attendance cards, sign-in cards, or other certificates of attendance. The Company may not arbitrarily add requirements for other documents beyond those showing eligibility to attend presented by shareholders. Solicitors soliciting proxy forms shall also bring identification documents for verification.

The Company shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in.

The Company shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker's slips, voting slips, and other meeting materials. Where there is an election of directors or supervisors, pre-printed ballots shall also be furnished.

When the government or a corporate is a shareholder, it may be represented by more than one representative at a shareholders meeting. When a corporate is appointed to attend as proxy, it may designate only one person to represent it in the meeting.

Article 5-1 When the company holds a shareholders meeting via videoconference, the following items shall be specified in the shareholders meeting convening notice:

Shareholders' participation in video conferences and methods for exercising their rights.

How to deal with obstacles caused by natural disasters, accidents, or other force majeure events, including at least the following items:
(1) The time when the meeting must be postponed or continued due to the occurrence of previous obstacles that cannot be ruled out, and the date when the meeting must be postponed or continued.
(2) Shareholders who have not registered to participate in the original shareholders' meeting via video conference shall not participate in the adjourned or continued meeting.
(3) If the video-assisted shareholders’ meeting is convened, if the video conference cannot be continued, after deducting the number of shares attending the shareholders’ meeting via video conference, the total number of shares attended reaches the statutory quota for the shareholders’ meeting, and the shareholders’ meeting shall continue. The number of shares attended shall be included in the total number of shareholders' shares present, and all resolutions at the shareholders' meeting shall be regarded as abstention.
(4) How to deal with the situation where all the motions have been announced and no provisional motions have been made.
When convening a video-conference shareholders meeting, it shall specify appropriate alternative measures for shareholders who have difficulty participating in video-conferencing.

Article 6

If the Meeting is called by the board of directors, the chairman shall preside at the Meeting. In case the chairman is on leave of absence, or cannot exercise his powers and authority, the vice chairman shall act in lieu of him. If the vice chairman is also on leave of absence, or cannot exercise his powers and authority, the chairman shall designate a director to act in lieu of him. If the chairman does not designate a director, the directors shall elect one from among themselves to act in lieu of the chairman. The preceding chairman presiding by one of the board of directors shall at least be that position for more than 6 months and shall know the Company’s financial and business conditions well. Same applies to the corporate director who is elected by others.

The Meeting, which is called by the board of directors, shall have more than half of the board of directors attended.

If the Meeting is called by any other person than the board of directors, who

has the right to call the Meeting, the said person shall preside at that Meeting. If there are more than two said persons calling the Meeting, one of the two persons shall be chairing the Meeting.

The Company may appoint designated counsel, CPA, lawyer or other related persons to at-tend the meeting.

Article 7. The process of the Meeting shall be tape-recorded or videotaped and these tapes shall be preserved for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation. If the shareholders' meeting is held by video conference, the video conference shall be continuously and uninterruptedly recorded and videotaped, and shall be properly preserved during the duration of the meeting.
Article 8. Shareholders attending the Meeting shall submit the attendance card for the purpose of signing in. The number of shares represented by shareholders attending the Meeting shall be calculated based on the submitted attendance cards plus the number of shares whose voting powers are exercised in writing or by way of electronic transmission.
Chairman shall call the Meeting to order at the time scheduled for the Meeting. If the number of shares represented by the shareholders present at the Meeting has not yet constituted the quorum at the time scheduled for the Meeting, the chairman may postpone the time for the Meeting. The postponements shall be limited to two times at the most and Meeting shall not be postponed for longer than one hour in the aggregate.
If after two postponements, no quorum can yet be constituted and the shareholders present at the Meeting represent less than one - third of the total outstanding shares, the chairman may announce adjournment.
If after two postponements, no quorum can yet be constituted but the shareholders present at the Meeting represent more than one - third of the total outstanding shares, tentative resolutions may be made in accordance with Section 1 of Article 175 of the Company Act. The aforesaid tentative resolutions shall be notified by all shareholders and the Company shall convene the Meeting again within one month.

If during the process of the Meeting, the number of outstanding shares represented by the shareholders present becomes sufficient to constitute the quorum, the chairman may submit the tentative resolutions to the Meeting for approval in accordance with Article 174 of the Company Act.

Article 9. If the Meeting is convened by the board of directors, the agenda of the Meeting shall be set by the board of directors. Unless otherwise resolved at the Meeting, the Meeting shall proceed in accordance with the scheduled agenda. If the Meeting is convened by any person other than the board of directors, the provision set forth in the preceding paragraph shall be applicable mutatis mutandis. Unless otherwise resolved at the Meeting, the chairman shall not adjourn the Meeting until the discussion items (including extraordinary motions), listed on the agenda, have been resolved. After the Meeting is adjourned, the shareholders shall not appoint another chairman to continue the Meeting at the same place or at a new location unless the chairman has violated the Rules and Procedures for the Meeting in adjourning the Meeting. The chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extraordinary motions put forward by the shareholders; when the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed and call for a vote.

Article 10. When a shareholder present at the Meeting wishes to speak, a Speech Note should be filled out with summary of the speech, the shareholder's number (or the number of Attendance Card) and the name of the shareholder. The sequence of speeches by shareholders should be decided by the chairman. If any shareholder present at the Meeting submits a Speech Note but does not speak, no speech should be deemed to have been made by such shareholder. In case the contents of the speech of a shareholder are inconsistent with the contents of the Speech Note, the contents of actual speech shall prevail. Unless otherwise permitted by the chairman, each shareholder shall not, for each discussion item, speak more than two times (each time not exceeding 5 minutes). In case the speech of any shareholder violates the above provision or exceeds the scope of the discussion item, the chairman may stop the speech of such shareholder. Unless otherwise permitted by the chairman and the shareholder in speaking, no shareholder shall interrupt the speeches of the other shareholders; otherwise, the chairman shall stop such interruption. If a corporate shareholder designates two or more representatives to attend the Meeting, only one representative can speak for each discussion item. After the speech of a shareholder, the chairman may respond himself/herself or appoint an appropriate person to respond.

Article 11. Voting at a shareholders meeting shall be calculated based the number of shares.

With respect to resolutions of shareholders meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares.

When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of the Company, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder.

The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be calculated as part of the voting rights represented by attending shareholders.

With the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed 3 percent of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.

Article 12. A shareholder shall be entitled to one vote for each share held, except when the shares are restricted shares or are deemed non-voting shares under Article 179, paragraph 2 of the Company Act.

Except as otherwise provided in the Company Act and in the Company's articles of incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of a vote, for each proposal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS.

When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed to reject, and no further voting shall be required.

Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of the Company.

Vote counting for shareholders meeting proposals or elections shall be conducted in public at the place of the shareholders meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the num-

bers of votes, shall be announced on-site at the meeting, and a record made of the vote.

Article 13. The election of directors or supervisors at a shareholders meeting shall be held in accordance with the applicable election and appointment rules adopted by the Company, and the voting results shall be announced on-site immediately, including the names of those elected as directors and supervisors and the numbers of votes with which they were elected.
The ballots for the election refer to the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least 1 year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.
Article 14. Matters relating to the resolutions of a shareholders meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes may be produced and distributed in electronic form.
The Company may distribute the meeting minutes of the preceding paragraph by means of a public announcement made through the MOPS.
The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their results, and shall be retained for the duration of the existence of the Company.
Article 15. On the day of a shareholders meeting, the Company shall compile, in the prescribed format, a statistical statement of the number of shares obtained by solicitors through solicitation and the number of shares represented by proxies, and shall make an express disclosure of the same at the place of the shareholders meeting.
If matters put to a resolution at a shareholders meeting constitute material information under applicable laws or regulations or under Taiwan Stock Exchange Corporation (or GreTai Securities Market) regulations, the Company shall upload the content of such resolution to the MOPS within the prescribed time period.

Article 16. Persons handling affairs of the Meeting shall wear identification cards or badges.

The chairman may conduct the disciplinary officers or the security guard to assist in keeping order of the Meeting place. Such disciplinary officers or security guards shall wear badges marked "Disciplinary Officers" for identification purpose. The chairman or the disciplinary (or security) personnel may expel anyone who disturbs the order of the Meeting.

The Company prepares loudspeaker at the Meeting place. The chairman may stop anyone who speaks without using the loudspeaker that the Company prepares.

Article 17. During the Meeting, the chairman may, at his discretion, set time for intermission. In case of incident of force majeure, the chairman may decide to temporarily suspend the Meeting and announce, depending on the situation, when the Meeting will resume or, by resolution of the shareholders present at the Meeting, the chairman may resume the Meeting within five days without further notice or public announcement according to the regulation of the Company Act Article 182.
Article 18. These Rules and Procedures shall be effective from the date it is approved by the Shareholders' Meeting. The same applies in case of revision.
Article 19. Officially resolved in the Founders Meeting held on June 08, 1998. First amendment was made on June 12, 2002.

Second amendment was made on June 11, 2013. Third amendment was made on June 08, 2018. Fourth amendment was made on August, 12, 2021. Fifth amendment was made on June, 06, 2022.

【 Appendix III 】

Shareholdings of All Directors and Supervisors

Bright LED Electronics Corp.

Title	Name	Date	Shareholdings at the time of last election	Shareholdings at the time of last election	Shareholdings at the time of last election	Current shareholdings (Shares)	Current shareholdings (Shares)	Current shareholdings (Shares)
			Type	Shares	%	Type	Shares	%
Chairman	Tsung-Jen Liaw	June 06 2022	Common	21,062,417	11.59%	Common	21,062,417	12.16%
Director	Shu-June Wang	June 06 2022	Common	5,766,547	3.17%	Common	5,766,547	3.33%
Director	Chi-Chia Hsieh	June 06 2022	Common	0	0.00%	Common	0	0.00%
Director	Representative of Wan-Hsu Investment Co., Ltd.`﹕` Po-Yuan Lin	June 06 2022	Common	27,378,397	15.07%	Common	27,378,397	15.81%
Director	Hsin-Pei Liao	June 06 2022	Common	3,347,333	1.84%	Common	3,347,333	1.93%
Independent Director	Ming-Chang Huang	June 06 2022	Common	0	0.00%	Common	0	0.00%
Independent Director	Chwen-Shell Ho	June 06 2022	Common	0	0.00%	Common	0	0.00%
Independent Director	Cheng-Yi Lin	June 06 2022	Common	0	0.00%	Common	0	0.00%
Independent Director	Chih-Yuan Chang	June 06 2022	Common	0	0.00%	Common	0	0.00%
TOTAL				57,554,694			57,554,694
Total shares issued as of 06/06/2022﹕181,674,224 shares Total shares issued as of 04/09/2023﹕173,203,224 shares

Notes： Under the relevant regulations, Bright LED Electronics Corp.’s Directors are required to hold in the aggregate not less than 10,392,193 shares. As of 4/11/2023, the total of shareholdings that the Directors held is 57,554,694 shares.

The company has set up an audit committee, so there is no statutory number of shares held by supervisors.

AI assistant

BRIGHT — AGM Information 2023

52264_rns_2023-06-12_ead982f7-0536-49d6-948d-385b7ca648a7.pdf

Address ： 1F, No.15, Heping Rd., Banqiao Dist., New Taipei City

Convening method ： Physical shareholders’ meeting

Notice to readers:

Table of Contents

BRIGHT LED ELECTRONICS CORP.

2023 Shareholders’ Meeting Procedure

BRIGHT LED ELECTRONICS CORP. 2023 Annual Shareholders’ Meeting Agenda

(Translation)

【 Attachment I 】

Business Report

2022 Result

Financial Performance (based on consolidated Financial Statements )

Technological Developments

Summary, corporate development, and outlook affected by external competition, regulatory environment and overall operation strategy

【 Attachment II 】

Audit Committee’s Audit Report

【 Attachment III 】

INDEPENDENT AUDITORS’ REPORT

(Parent Company Only Financial Statements)

Opinion

Basis for Opinion

Key Audit Matters

Account Receivables Valuation

Other Matter

Responsibilities of Management and Those Charged with Governance for the Parent company only Financial Statements

Auditors’ Responsibilities for the Audit of the Parent company only Financial Statements

Notice to Readers

Bright LED Electronics Corp. Parent Company Only Statements of Changes in Equity From January 1 to December 31, 2022 and 2021

Representation Letter

INDEPENDENT AUDITORS’ REPORT

(Consolidated Financial Statements)

Opinion

Basis for Opinion

Key Audit Matters

Inventory valuation

Revenue Recognition

Account Receivables Valuation

Other Matter

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Notice to Readers

【 Attachment IV 】

Bright LED Electronics Corp. 2022 Earnings Distribution Proposal

【 Appendix I 】

A r t i c l es o f I n c or p o r a t io n

o f

B r i g h t L ED E l ec t ro n i cs C o r p.

C h a p t e r I - G e n e r a l P r o v i s i o n

C h a p t e r I I - C a p i t a l S t o c k

C h a p t e r I I I - S h a r e h o l d e r s ’ M e e t i n g s

C h a p t e r V - M a n a g e m e n t

C h a p t e r V I - F i n a n c i a l R e p o r t s

C h a p t e r V I I - S u p p l e m e n t a r y P r o v i s i o n

【 Appendix II 】

Bright LED Electronics Corp. Rules and Procedures of Shareholders’ Meeting

Article 6

【 Appendix III 】

Shareholdings of All Directors and Supervisors

Bright LED Electronics Corp.

More from BRIGHT

BRIGHT AGM Information 2023